Supplemental Executive Benefit Plan And Supplemental Retirement Income Plan

EXHIBIT 10.19

ALLERGAN, INC.

SUPPLEMENTAL EXECUTIVE BENEFIT PLAN and

SUPPLEMENTAL RETIREMENT INCOME PLAN

Effective as of January 1, 2005


RESTATED 2008

ARTICLE I

INTRODUCTION

1.1. Plans . Allergan, Inc., a Delaware corporation (the " Sponsor" ) currently sponsors the Allergan, Inc. Supplemental Retirement Income Plan (" SRIP" ) and the Allergan, Inc. Supplemental Executive Benefit Plan (" SEBP" ) (collectively, the " Plans" ). Unless otherwise specified, a reference to the " Plan" shall refer to both Plans.

1.2. Amendment and Restatement of the Plan . This document, made and entered into by the Sponsor, evidences the terms of both the SRIP and the SEBP, effective as of January 1, 2005, unless otherwise stated in the Plan.

1.3. Applicability of Code Section 409A . With respect to benefits accruing or vesting under the Plan after December 31, 2004 (the " Section 409A Benefits" ), it is intended that the provisions of the Plan be construed in accordance with Code Section 409A, the Treasury regulations, and other guidance issued thereunder. With respect to benefits accrued and vested under the Plan on or before December 31, 2004 (the " Grandfathered Benefits" ), it is intended that the general terms of the Plan in effect on October 3, 2004 shall govern such benefits, provided that such terms may be amended by this document to the extent that such amendment does not constitute a material modification under Code Section 409A. Unless otherwise specified, all provisions of the Plan shall apply to both Section 409A Benefits and Grandfathered Benefits.

1.4. Purpose of Plan . The purpose of the Plan is to provide certain supplemental retirement benefits to a select group of officers, management, and other highly compensated employees of the Sponsor and its Affiliated Companies as more fully provided herein.

1.5. Effective Date and Term . The Plan was established by the Board of Directors of the Sponsor effective as of July 27, 1989 and shall continue in effect until terminated by the Board of Directors.

1.6. Participation . Participation in the Plan shall be open to all Eligible Employees.

(a) For purposes of the SRIP, " Eligible Employees" means employees of the Sponsor or any Affiliated Company whose benefits under the Pension Plan are limited by reason of Code Section 415 and who (i) are not classified or paid as independent contractors (regardless of their classification for federal tax or other legal purposes) by the Sponsor or an Affiliated Company, and (ii) do not perform services for the Sponsor or an Affiliated Company pursuant to an agreement between the Sponsor or an Affiliated Company and any other person including a leasing organization.

(b) For purposes of the SEBP, " Eligible Employees" means employees of the Sponsor or any Affiliated Company whose benefits under the Pension Plan are limited by reason of the includible compensation limitation of Code Section 401(a)(17) and who (i) are not classified or paid as independent contractors (regardless of their classification for federal tax or other legal purposes) by the Sponsor or an Affiliated Company, and (ii)


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do not perform services for the Sponsor or an Affiliated Company pursuant to an agreement between the Sponsor or an Affiliated Company and any other person including a leasing organization.

1.7. Applicability of ERISA . (a) The SRIP is intended to be an unfunded " excess benefit plan" within the meaning of Section 4(b)(5) of ERISA.

(b) The SEBP is intended to be a " top-hat" plan -- that is, an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees within the meaning of ERISA. 1.8. Spin-Off of Advanced Medical Optics, Inc. In connection with the distribution of the stock of Advanced Medical Optics, Inc. (" AMO" ) by Allergan to its stockholders (the " AMO Spin-Off" ) and, effective as of the AMO Spin-Off Date: (i) AMO Employees shall cease to be eligible to participate in the Plan and shall cease to accrue benefits under the Plan, and (ii) the assets attributable to, and the liabilities relating to, arising out of, or resulting from the benefits of AMO Employees shall remain with the Plan and shall be payable from the Plan to AMO Employees at such times and in such forms as permitted under the Plan. The " AMO Spin-Off Date" shall be June 29, 2002 and " AMO Employees" shall be those individuals whose employment is transferred from Allergan to AMO in connection with the AMO Spin-Off, as reflected in the payroll records of Allergan or in the Employee Matters Agreement entered into between Allergan and AMO.

ARTICLE II

DEFINITIONS 2.1. Affiliated Company . " Affiliated Company" means any affiliate of the Sponsor which has adopted the Pension Plan as provided therein.

2.2. Board; Board of Directors . " Board" and " Board of Directors" each mean the board of directors of the Sponsor.

2.3. Code . " Code" means the Internal Revenue Code of 1986, as amended.

2.4. Committee . " Committee" means the committee authorized to administer the Plan as set forth in Section 3.1 hereof. 2.5. Effective Date . " Effective Date" means July 27, 1989. 2.6. ERISA . " ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

2.7. Grandfathered Benefits . " Grandfathered Benefits" means those benefits accrued and vested under the Plan on or before December 31, 2004, as provided in Section 1.3 hereof.


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2.8. Key Employee . " Key Employee" means any Participant who is an officer or a Grade 11E Vice President of Sponsor or any Affiliated Company.

2.9. Participant . " Participant" means any Eligible Employee of the Sponsor or any Affiliated Company as defined under Section 1.6 hereof. 2.10. Pension Plan . " Pension Plan" means the Allergan, Inc. Pension Plan as it may be amended from time to time.

2.11. Plan . " Plan" means both the Allergan, Inc. Supplemental Retirement Income Plan and the Allergan, Inc. Supplemental Executive Benefit Plan as each is amended and restated herein and as each may be amended from time to time, unless otherwise specified herein to mean only one or the other. 2.12. Section 409A Benefits . " Section 409A Benefits" means those benefits accruing and/or vesting under the Plan after December 31, 2004, as provided in Section 1.3 hereof, and thus subject to Code Section 409A.

2.13. Sponsor . " Sponsor" means Allergan, Inc., a Delaware corporation.

2.14. Termination . " Termination" means the termination of a Participant' s employment with the Sponsor and any Affiliated Company for any reason whatsoever, whether voluntary or involuntary.

2.15. Termination Date . " Termination Date" means, with respect to any Participant, the effective date of such Participant' s Termination.

ARTICLE III ADMINISTRATION OF THE PLAN

3.1. Administration By Committee . The Plan shall be administered by the same committee (the " Committee" ) which is appointed to administer the Pension Plan. A member of the Committee may be a Participant in the Plan, provided, however, that any action to be taken by the Committee, solely with respect to the particular interest in the Plan of a Committee member who is also a Participant in the Plan shall be taken by the remaining members of the Committee.

3.2. Committee Authority, Rules and Regulations . The Committee shall have discretionary authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of the Plan, (ii) decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan, and (iii) take or approve all such other actions relating to the Plan (other than amending the Plan, except as provided in Section 6.6, or terminating the Plan); provided, however, that the Board may, by written notice to the Committee, withdraw all or any part of the Committee' s authority at any time, in which case such withdrawn authority shall immediately revest in the Board. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations


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promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan. 3.3. Appointment of Agents . In the administration of the Plan, the Board and/or the Committee may from time to time employ agents (which may include officers and/or employees of the Sponsor or any Affiliated Company) and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may be counsel to the Sponsor or any Affiliated Company.

3.4. Application For Benefits . The Committee may require any person claiming benefits under the Plan to submit an application therefor, together with such documents and information as the Committee may require. In the case of any person suffering from a disability which prevents such person from making personal application for benefits, the Committee may, in its discretion, permit application to be made by another person acting on his or her behalf. Notwithstanding the foregoing, if the Committee shall have all information necessary to determine the amount and form of Plan benefits payable to a Participant or Beneficiary who is entitled to benefit payments under the Plan (including, to the extent applicable and without limiting the generality of the foregoing, the name, age, sex and proper mailing address of all parties entitled to benefit payments), then the failure of a Participant or Beneficiary to file an application for benefits shall not cause the Committee to defer the commencement of benefit payments beyond the benefit commencement date required under the Plan.

3.5. Claims Procedures . If a person is required by the Committee to submit an application for benefits under Section 3.4 or if a Participant or her Beneficiary believes that he or she is being denied any rights or benefits under the Plan, the Participant, Beneficiary, or in either case, his or her authorized representative (the " Claimant" ) shall follow the administrative procedures for filing a claim for benefits as set forth in this Section. An application for benefits or a claim for benefits shall be in writing and shall be reviewed by the Committee or a claims official designated by the Committee. The Committee or claims official shall review a claim for benefits in accordance with the procedures established by the Committee subject to the following administrative procedures set forth in this Section.

(a) The Committee shall furnish the Claimant with written or electronic notice of the decision rendered with respect to a claim for benefits within 90 days following receipt by the Committee (or its delegate) of the claim unless the Committee determines that special circumstances require an extension of time for processing the claim. In the event an extension is necessary, written or electronic notice of the extension shall be furnished to the Claimant prior to the expiration of the initial 90 day period. The notice shall indicate the special circumstances requiring an extension of time and the date by which a final decision is expected to be rendered. In no event shall the period of the extension exceed 90 days from the end of the initial 90 day period.

(b) In the case of a denial of the Claimant' s claim, the written or electronic notice of such denial shall set forth (i) the specific reasons for the denial, (ii) references to the Plan provisions upon which the denial is based, (iii) a description of any additional information or material necessary for perfection of the claim (together with an


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explanation why such material or information is necessary), (iv) an explanation of the Plan' s appeals procedures and, if applicable, (v) a statement of the Claimant' s right to bring a civil action under Section 502(a) of ERISA if his or her claim is denied upon appeal.

(c) In the case of a denial of a claim, a Claimant who wishes to appeal the decision shall follow the administrative procedures for an appeal as set forth in Section 3.6 hereof.

3.6. Appeals Procedures . A Claimant who wishes to appeal the denial of his or her claim for benefits shall follow the administrative procedures for an appeal as set forth in this Section and shall exhaust such administrative procedures prior to seeking any other form of relief. Appeals shall be reviewed in accordance with the procedures established by the Committee subject to the following administrative procedures set forth in this Section.

(a) In order to appeal a decision rendered with respect to his or her claim for benefits, a Claimant must file an appeal with the Committee in writing within 60 days following his or her receipt of the notice of denial with respect to the claim.

(b) The Claimant' s appeal may include written comments, documents, records and other information relating to his or her claim. The Claimant may review all pertinent documents and, upon request, shall have reasonable access to or be provided free of charge, copies of all documents, records, and other information relevant to his or her claim.

(c) The Committee shall provide a full and fair review of the appeal and shall take into account all claim related comments, documents, records, and other information submitted by the Claimant without regard to whether such information was submitted or considered under the initial determination or review of the initial determination. Where appropriate, the Committee will overturn a notice of denial if it determines that an error was made in the interpretation of the controlling plan documents or if the Committee determines that an existing interpretation of the controlling plan documents should be changed on a prospective basis. In the event the Claimant is a member of the Committee or, as determined by the Committee, the Claimant is a subordinate to a member of the Committee, such individual shall recuse himself or herself from the review of the appeal.

(d) The Committee shall furnish the Claimant with written or electronic notice of the decision rendered with respect to an appeal within 60 days following receipt by the Committee of the appeal unless the Committee determines that special circumstances require an extension of time for processing the appeal. In the event an extension is necessary, written or electronic notice of the extension shall be furnished to the Claimant prior to the expiration of the initial 60 day period. The notice shall indicate the special circumstances requiring an extension of time and the date by which a final decision is expected to be rendered. In no event shall the period of the extension exceed 60 days from the end of the initial 60 day period.


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(e) In the case of a denial of an appeal, the written or electronic notice of such denial shall set forth (i) the specific reasons for the denial, (ii) references to the Plan provisions upon which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relating to his or her claim for benefits and, if applicable, (iv) a statement of the Claimant' s right to bring a civil action under Section 502(a) of ERISA.

ARTICLE IV

BENEFITS

4.1. Determination of Benefits .

(a) ...